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2016 (5) TMI 823 - HC - Companies LawDemerger - seeking dispensation of the convening of meetings of their Equity Shareholders and Creditors for sanctioning of the Scheme of Demerger - Held that - There are 3 (three) Equity Shareholders of the Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-4 (Colly). Out of the three, two Equity Shareholders holding 95.42% of shares have given their consent/NOC to the Scheme, which are also annexed with the aforesaid Annexure P-4 (Colly). The Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) has 24 (Twenty Four) Unsecured Creditors as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-5 (Colly) and all of them have given their consents to the Scheme, the same are also annexed with the aforesaid Annexure P-5 (Colly). The Sun-N-Shade Sunvisors Private Limited (Applicant/Demerged Company) has only 1 (One) Secured Creditor as per the list, certified by the Director of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-6 (Colly) and the said Secured Creditor has given its consent to the Scheme, which is annexed with the aforesaid Annexure P-6 (Colly). The Sun-N-Shade Production Private Limited (Applicant/Resultant Company) has 2 (two) Shareholders as per the list, certified by the authorised signatory of the Company and Ashwani & Company, Chartered Accountants annexed at Annexure P-10 (Colly) and both the Shareholders have given their consents/NOCs to the Scheme, which are annexed with the aforesaid Annexure P-10 (Colly). There are no Unsecured and Secured Creditors of the Sun-N-Shade Production Private Limited (Applicant/Resultant Company) as certified by the authorised signatory of the Company and Ashwani & Company, Chartered Accountants vide certificates annexed at Annexure P-11 (Colly) and P-12 (Colly), respectively. Keeping in view of the matter, reasons stated above, and the consent to the Scheme given by the majority of Shareholders of the applicant/Demerged company constituting 95.42% of the total Shareholdings, there is no reason to decline the prayer of the applicant/Demerged company to dispense with the convening of their meeting and as such convening of the meeting of Equity Shareholders of the applicant/Demerged Company is hereby ordered to be dispensed with. Convening of meetings of the Secured and Unsecured Creditors of the applicant/Demerged Company and Equity Shareholders of the applicant/Resultant company are also hereby ordered to be dispensed with. Since, there are no Secured and Unsecured Creditors of the applicant/Resultant Company, therefore, there is nothing to convene their meetings.
Issues:
1. Dispensation of convening meetings of Equity Shareholders and Creditors for sanctioning the Scheme of Demerger. Detailed Analysis: The petition filed under Sections 391 to 394 of the Companies Act, 1956 seeks dispensation of meetings for sanctioning the Scheme of Demerger between two companies. The Demerged Company and Resultant Company, both located in Gurgaon, have detailed their main objects in their respective Memorandum and Articles of Association. The Board of Directors of both companies have approved the Scheme in meetings held on specific dates, with specified resolutions attached. The authorized share capital and shareholding details of both companies have been provided, along with consents from Equity Shareholders and Creditors. The Demerged Company has three Equity Shareholders, with two holding the majority of shares and all Equity Shareholders and Creditors giving their consent to the Scheme. The Resultant Company has two Shareholders who have also given their consent. The Demerged Company has Unsecured and Secured Creditors who have consented to the Scheme, while the Resultant Company has no Creditors. Considering the consent from the majority of Shareholders of the Demerged Company, the Court orders dispensation of meetings for Equity Shareholders of the Demerged Company and all meetings for the Resultant Company. The judgment concludes by disposing of the Ist Motion Petition, allowing the companies to move the Second Motion Petition as necessary. The Court's decision is based on the provided details, consent from relevant parties, and compliance with the Companies Act, ultimately facilitating the demerger process efficiently and legally.
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